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VANCOUVER, BC, Dec. 30, 2021 /CNW/ - Rock Tech Lithium Inc.
(TSXV: RCK) (OTCQX: RCKTF) (FWB: RJIB) (WKN: A1XF0V) (the
"Company" or "Rock Tech") is pleased to announce the
closing of the first tranche of its previously announced brokered
offering (the "Offering") of units of Rock Tech
("Units"), on a private placement basis, to certain U.S. and
international investors at a price of U.S.$4.20 per Unit (or approximately C$5.38)1. In connection with closing,
the Company issued an aggregate of 9,430,476 Units for aggregate
gross proceeds of approximately U.S.$39.6
million (or approximately C$50.7
million)1.
Each Unit consists of one common share in the capital of Rock
Tech (the "Common Shares" and such Common Shares issued and
sold, the "Unit Shares") and one common share purchase
warrant of Rock Tech (a "Warrant", and together with the
Units and the Unit Shares, the "Securities"). Each Warrant
entitles the holder thereof to purchase one Common Share (a
"Warrant Share") at an exercise price of C$6.77 per Warrant Share until June 30, 2024, subject to and in accordance with
the terms and conditions of the certificate evidencing such
Warrant, including acceleration and adjustment in certain
circumstances. The Company anticipates closing the
approximately U.S.$1.4 million
remaining under the Offering under one or more additional tranches
in the near future.
Offering Details
Rock Tech intends to use the net proceeds of the Offering to
finance the construction of the Company's proposed high grade
lithium hydroxide converter and refinery facility in Guben,
Germany (the "Converter
Project"), to fund the continued exploration and development of
the Company's Georgia Lake lithium
project in Ontario, Canada (the
"Georgia Lake Project") and for general corporate
purposes. See the Company's press release dated December 20, 2021 for additional details
regarding the anticipated use of the proceeds of the Offering,
including the allocation thereof.
The Unit Shares and the Warrants are subject to four month hold
periods in accordance with applicable Canadian securities laws and
the rules of the TSX Venture Exchange (the "TSX-V"), which
expire on May 1, 2021, as will any
Warrant Shares issued on exercise of Warrants prior to the expiry
of such hold periods.
The Securities issued and sold pursuant to the closing have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or any
state securities laws of any state of the
United States and accordingly may not be offered or sold
within the United States except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions therefrom. Unless the resale is registered under the
U.S. Securities Act, holders of the Securities may not trade them
in the United States pursuant to
Rule 144 under the U.S. Securities Act until the date that is one
year from (i) closing, or December 30,
2022, in the case of the Unit Shares and the Warrants, and
(ii) the date of exercise of the Warrant in the case of the Warrant
Shares.
Evercore Group L.L.C. acted as the exclusive placement agent for
the Offering, outside of Canada
with only investors outside of Canada eligible to participate, on a
reasonable efforts basis, and will receive compensation of
U.S.$1.0 million in connection with
its services relating to the Offering.
The Unit Shares and Warrant Shares have been conditionally
accepted for listing on the TSX-V, which is subject to the final
acceptance of the TSX-V.
A material change report will be filed in connection with the
Offering less than 21 days before closing, which the Company deems
reasonable in the circumstances, as the details of the Offering
were not confirmed until shortly prior to closing and the Company
wished to close the first tranche of the Offering on an expedited
basis.
See the Company's press releases dated December 20, 2021 and December 23, 2021 for additional details
regarding the Offering.
About Rock Tech Lithium Inc.
Rock Tech Lithium is a cleantech company with operations in
Canada and Germany that aims to supply the automotive
industry with high quality lithium hydroxide "made in Germany". As early as 2024, the Company
intends to commission Europe's
first lithium converter with a nameplate production capacity of
24,000 tonnes per year. This is equivalent to the volume needed to
equip around 500,000 electric cars with lithium-ion batteries.
The Company has set itself the goal of creating the world's
first closed loop for lithium, thus closing the raw material gap on
the road to clean mobility. Rock Tech owns the Georgia Lake Project
in Ontario, Canada and, as early
as 2030, around 50 percent of the raw materials used are expected
to come from the recycling of batteries.
Rock Tech Lithium - The super fuel for the battery
age
www.rocktechlithium.com
On behalf of the Board of Directors,
Dirk Harbecke
Chairman and Chief Executive Officer
1Based on
the C$/U.S.$ exchange of $1.2804 as of December 29,
2021.
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Cautionary Note Concerning Forward-Looking
Information
The following cautionary statements are in addition to all other
cautionary statements and disclaimers contained elsewhere in, or
referenced by, this press release.
Certain information set forth in this press release contains
"forward-looking information" and "forward-looking statements"
(collectively, "forward-looking information") within the meaning of
applicable securities laws, which information is based on Rock
Tech's current expectations, estimates, and assumptions in light of
its experience and is perception of historical trends. All
statements other than statements of historical facts may constitute
forward-looking information. Often, forward-looking information can
be identified by the use of words or phrases such as "estimate",
"project", "anticipate", "expect", "intend", "believe", "hope",
"may" and similar expressions, as well as "will", "shall" and all
other indications of future tense. All forward-looking information
set forth in this press release is expressly qualified in its
entirety by the cautionary statements referred to in this
section.
In particular, this press release contains forward-looking
information pertaining to: closing of additional tranche(s) of the
Offering; the anticipated benefits of the Offering; the intended
use of proceeds from the Offering; Rock Tech's opinions, beliefs
and expectations regarding the Company's business strategy,
development and exploration opportunities and projects, and plans
and objectives of management for the Company's operations and
properties.
Forward-looking information is based on certain assumptions,
estimates, expectations and opinions of the Company and, in certain
cases, third party experts, that are believed by management of Rock
Tech to be reasonable at the time they were made. This
forward-looking information was derived utilizing numerous
assumptions regarding, among other things: the satisfaction of the
conditions to closing additional tranche(s) of the Offering in a
timely manner; the supply and demand for, deliveries of, and the
level and volatility of prices of, intermediate and final lithium
products; expected growth, performance and business operation;
future commodity prices and exchange rates; prospects and
opportunities; general business and economic conditions; results of
development and exploration; interest and tax rates; the
availability of capital to fund future capital requirements
relating to existing assets and future projects; future operating
costs; receipt of all required regulatory approvals on the expected
terms and in a timely manner; and Rock Tech's ability to
procure supplies and other equipment necessary for its business.
The foregoing list is not exhaustive of all assumptions which may
have been used in developing the forward-looking information. While
Rock Tech considers these assumptions to be reasonable based on
information currently available, they may prove to be incorrect and
should not be read as a guarantee of future performance or
results.
In addition, forward-looking information involves known and
unknown risks and uncertainties and other factors, many of which
are beyond Rock Tech's control, that may cause actual events,
results, performance and/or achievements to be materially different
from that which is expressed or implied by such forward-looking
information. Risks and uncertainties that may cause actual events,
results, performance and/or achievements to vary materially
include: the inability to satisfy the conditions to closing
additional tranche(s) of the Offering on a timely a basis, or at
all; the Company's ability to access additional funding required to
invest in available opportunities and projects (including the
Converter Project and the Georgia Lake Project) and on satisfactory
terms; the current and potential adverse impacts of the COVID-19
pandemic, including future outbreaks or mutations and any
associated policies or restrictions on business; the risk that Rock
Tech will not be able to meet its financial obligations as they
fall due; changes in commodity and other prices; Rock Tech's
ability to retain and attract skilled staff and to secure feedstock
from third party suppliers; unanticipated events and other
difficulties related to the construction, development and operation
of the Converter Project or the Georgia Lake Project; the cost of
compliance with current and future environmental and other laws and
regulations; title defects; competition from existing and new
competitors; changes in currency exchange rates and market prices
of Rock Tech's securities; Rock Tech's history of losses; impacts
of climate change; and other risks and uncertainties described from
time to time in Rock Tech's public disclosure documents available
on the Company's SEDAR profile at www.sedar.com, including those
discussed under the heading "Financial Instruments and Other Risks"
in Rock Tech's most recently filed Management Discussion and
Analysis. Such risks and uncertainties do not represent an
exhaustive list of all risk factors that could cause actual events,
results, performance and/or achievements to vary materially from
the forward-looking information.
The forward-looking information contained in this press release
reflects Rock Tech management's views as at the date such
information was created. Other than as may be required by law, Rock
Tech undertakes no obligation and expressly disclaims any
responsibility, obligation or undertaking to update or to revise
any forward-looking information, whether as a result of new
information, future events or otherwise, to reflect any change in
Rock Tech's expectations or any change in events, conditions or
circumstances on which any such information is based. The
forward-looking information contained herein is presented for the
purposes of assisting readers in understanding Rock Tech's plans,
objectives and goals and is not appropriate for any other purposes.
Given these uncertainties, readers are cautioned not to rely on the
forward-looking information set forth in this press release.
SOURCE Rock Tech Lithium Inc.